Provision of Management Services. RSA shall provide the management services provided for on Exhibit A (“RSA Management Services”) from and after the Effective Date to Company in accordance with all applicable laws, rules and regulations, and in accordance with the terms and conditions of this Agreement. Company shall cooperate with RSA in a manner intended to permit RSA to efficiently manage the operations of the Company.
Provision of Management Services. From the Distribution Date through not later than the first anniversary thereof (the "Services Period"), New Xxxxxx shall make available to Safety the following services (collectively, the "Services"):
(a) Legal, tax, accounting, patent and other intellectual property, payroll and payroll tax, real estate, human resources (including pension administration), environmental, corporate secretarial, insurance, treasury and management information services, in each case including reasonable access to New Xxxxxx'x systems and resources; and
(b) Such other personnel of New Xxxxxx whose services the parties agree would be necessary and desirable to permit Safety and its subsidiaries to operate its business in the ordinary course and to facilitate the orderly transition of Safety and Newco to an independent and self-sufficient company in a reasonable and timely manner. It is understood that Services provided to Safety and its subsidiaries hereunder will be performed by those employees of New Xxxxxx who perform equivalent services for New Xxxxxx in the normal course of their employment. Accordingly, New Xxxxxx shall not be obligated to make available any services to the extent that doing so would unreasonably interfere with the performance by any New Xxxxxx Employee of services for New Xxxxxx or otherwise cause unreasonable burden to New Xxxxxx, in light of the purposes of this Agreement. Notwithstanding the other provisions of this Article IV to the contrary, Safety shall be obligated to obtain from New Xxxxxx, and New Xxxxxx shall agree to provide to Safety, Services related to the preparation, filing and auditing of tax returns for periods ended on or before the Distribution Date, subject to the provisions of the Tax Sharing Agreement.
Provision of Management Services. The AF-CH-HH Group and the Management Company hereby agree that the Management Company shall provide the Management Services for the AF-CH-HH Group during the Term, pursuant to the terms and conditions set forth in this Agreement.
Provision of Management Services. (a) The parties hereto acknowledge that Coleman Parent has caused other members of the Coleman Group to make available to Sunbeam the services of certain employees and Senior Executives and has encouraged such persons to continue to provide services to Sunbeam as employees of Sunbeam.
(b) Coleman Parent agrees that it shall, and it shall use its reasonable efforts to cause the other members of the Coleman Group to, continue to, for a minimum period of 36 months from the date hereof, make available to Sunbeam the services of Coleman Group's employees who are Senior Executives, or who become Senior Executives, for so long as they remain employees of a member of the Coleman Group and otherwise to continue to provide advice and assistance to Sunbeam in connection with the business and operations of Sunbeam consistent with that provided to date; provided, however, that, other than pursuant to the employment arrangements currently in place between such employees and members of the Coleman Group, no member of the Coleman Group shall be required bear any incremental expense with respect to any Senior Executive in order to comply with the foregoing.
(c) Sunbeam agrees to pay the compensation of any such persons who become employees of Sunbeam in accordance with the terms of the employment arrangements entered into by Sunbeam with such persons. This Agreement shall not prevent any of the Senior Executives from continuing to perform services for members of the Coleman Group to the extent that the provision of such services does not materially interfere with the performance of services by the Senior Executive for Sunbeam under his employment arrangements with Sunbeam.
(d) Coleman Parent agrees to use its reasonable efforts to cause the other members of the Coleman Group to continue, for a period of 36 months from the date hereof, to provide assistance and support to Sunbeam on a basis consistent with the manner in which such assistance and support are generally provided to other companies in which members of the Coleman Group have a substantial interest (and without the payment of additional consideration by Sunbeam to Coleman Parent, other than with respect to the reimbursement of out-of-pocket expenses paid to third parties) and of a similar nature to those which have been so provided to Sunbeam from time to time from mid-June 1998 through the date hereof, including as to the following matters:
(i) financings, and dealings with financing sources and the capital mark...
Provision of Management Services. Manager acknowledges that COPR is engaging Manager to provide the Management Services due to Manager's knowledge of the Enterprise and the markets in which the Enterprise is located. As a result, Manager acknowledges and agrees that: (a) the key employees shall provide or directly oversee substantially all of the Management Services on behalf of Manager pursuant to the terms of this Agreement.
Provision of Management Services. Manager acknowledges that STWCSV is engaging Manager to provide the Management Services due to Manager's knowledge of the Enterprise and the markets in which the Enterprise is located. As a result, Manager acknowledges and agrees that: (a) the key employees shall provide or directly oversee substantially all of the Management Services on behalf of Manager pursuant to the terms of this Agreement.
Provision of Management Services. During the Term, and subject to the terms and conditions hereof, FIS shall provide (or cause to be provided) all of the services described in this Section 4 to FNT for the benefit of the Permitted Subsidiaries (individually and collectively, the "Services"). For the avoidance of doubt, the Services are in addition to and not included within the scope of services described in that certain Master Information Technology Services Agreement of even date herewith between Fidelity Information Services, Inc. and FNT.
Provision of Management Services. On and subject to the terms and conditions of this Agreement, from and after the Effective Date until the termination of this Agreement, Owner hereby grants to Manager, and Manager accepts, the sole and exclusive right and authority during the Operating Term to supervise, direct and control the management, operation and promotion of the Hotel, as the agent of Owner, in accordance with the Hotel Standard. Manager shall Operate the Hotel and provide the Management Services to Owner in accordance with the Hotel Standard. In addition, Manager shall provide all Management Services which constitute Shared Services in a first-class manner and on terms which are not less favorable than those on which similar services are then provided at any other properties owned or managed by Manager or its Affiliates. In the performance of its obligations under this Agreement, Manager shall Operate the Hotel for the account and benefit and in the best interest of Owner and in accordance with this Agreement. In furtherance of the foregoing grant of authority, Manager shall (subject to the rights of Owner, the limitations and restrictions on Manager, and Manager’s compliance with the terms and covenants contained in this Agreement and the Annual Budget) have authority, control and discretion in the management and operation of the Hotel, without interference, or disturbance in all operating matters.
Provision of Management Services. Subject to Article III below, the Company hereby engages the Manager to manage a Facility and the business conducted at a Facility (the “Business”) and to provide the Management Services in accordance with this Agreement, and the Manager xxxxxx agrees to manage a Facility and the Business and to provide the Management Services in accordance with this Agreement. Subject to Article III below, the Manager is hereby vested with full authority and responsibility for the day‑to‑day management of a Facility and the Business and is empowered to take all such actions, do all such things and execute and enter into all such Contracts in this regard, on behalf of and in the name of the Company, as the Manager may, in its reasonable discretion, deem necessary or desirable for such purpose; subject to the provisions of Article III. For the avoidance of doubt, it is agreed that the Manager shall have the responsibility and authority to make any and all decisions with respect to the day‑to‑day, ordinary course of business operations of a Facility and the Business, subject to the provisions of Article III.
Provision of Management Services. In addition to the buying services referred to in clause 4.1, in providing the Management Services at the Restaurant Facility, the Private Party shall:
6.1. not transgress in any way the Environmental Act when rendering the Management Service to SANParks;
6.2. ensure that the preparation and serving of meals to the customers of SANParks at the Restaurant Facility is carried out in an efficient, hygienic, and professional manner;
6.3. ensure that the standard of Management Services conforms to the reasonable requirements of SANParks;
6.4. ensure that the foodstuffs, beverages and other non-consumables purchased on behalf of SANParks in terms of clause 4.1 above are used exclusively in the preparation of the meals for the Restaurant Facility and use its best endeavours to ensure that the said goods are used efficiently and with a view to avoiding undue wastage, it being recorded that the managerial functions of the Private Party shall include management of the stocks of ingredients which are used by the Private Party in carrying out its obligations in terms of this Management Agreement;
6.5. by agreement with SANParks prepare operating rules relating, inter alia, to the hours of operation, meal times, menus, security, selling prices and such other matters as the Private Party and SANParks deem fit for the purpose of governing the operation of the Management Services, which rules the Parties shall use their best endeavours to abide by and enforce;
6.6. use its best endeavours to maintain the Restaurant Facility as well as the equipment of SANParks in a good and clean condition throughout the duration of this Management Agreement;
6.7. ensure that all personnel employed for the Management Services are at all times whilst on duty neatly dressed, presentable and hygienic;
6.8. as part of the monthly asset register update and adjustment provided for in clause 4.1.3, maintain a fully updated stock list of all fixed and loose items of equipment supplied and/or replaced by SANParks;
6.9. use the Catering Equipment solely for the purposes of this Management Agreement, and maintain and repair the Catering Equipment to the reasonable satisfaction of SANParks and pay all costs incurred in this regard; provided that the Private Party shall be entitled to recover from SANParks 50% (fifty per centum) of the replacement costs of broken or missing cutlery, crockery and glassware;
6.10. shall at no time encumber the Catering Equipment in any manner or at all nor shall it misr...
